Until the change in control described below, we were a medical device company that, subject to government approval, planned to manufacture and market medical devices. We now intend to build a cell storage, transformation and application facility in Tongren, Guizhou Province, China, which will utilize proprietary biotechnology developed by various technology providers. The Company intends to establish a facility in Tongren for the treatment of clients interested in the benefits of stem cell storage and applications, which will have a fully equipped stem cell laboratory, immune cell research room, and a genetics and gene research laboratory. It is estimated that construction of the facility, including acquisition of the equipment, and initial working capital, will require approximately $20 million. It is anticipated that the funds will be provided by a third party, pursuant to a long-term loan. Pending receipt of the proceeds of such loan, the Company will be dependent upon advances from its shareholders and their affiliates to meet its cash needs.

In furtherance of our plan to construct a stem cell facility in China, we entered into a share exchange agreement (the "Exchange Agreement") dated December 13, 2017, with the equity holders of Guizhou Tongren Healthy China Biotechnology Co. Ltd., a company recently formed in China to engage in the business of providing stem cell storage and related medical therapies in China. Pursuant to the Exchange Agreement, in exchange for aggregate consideration of 17,181,769 shares of the common stock of the Company, Guizhou Tongren Healthy China Biotechnology Co. Ltd. became a wholly-owned subsidiary of Eternity Healthcare. In addition, we have acquired all of the outstanding equity of a BVI Company named Trillion Enterprises Group Limited which owns all of the outstanding equity interests in HK Trillion Holdings Limited, a company formed under the laws of Hong Kong. Guizhou Tongren Healthy China Biotechnology Co. Ltd. is held by the Hong Kong entity, HK Trillion Holdings Limited.

Change In Control and Sale of Subsidiary and Related Intellectual Property and Technology

In August 2017, the owners of 53,933,373 shares, representing approximately 76.04% of our outstanding shares of common stock, including the president, chief executive officer and director of our company, sold their shares to Team Youn Bio Medecine International Corp. Limited, a China based company ("Team Youn"). Contemporaneously with the sale, we sold our wholly owned subsidiary, Eternity Health Care Inc., a Canadian Federal corporation, extra-provincially registered in British Columbia ("Eternity BC"), to our former president, chief executive officer and director of our company, and assigned to him certain intellectual property and technology owned by us related to the development, testing and manufacture of our medical device needle free injection technology, together with all "know-how" and other proprietary rights of our company related thereto (the "IP Rights") for a total purchase price of $CAD100,000 (equivalent to $USD79,590). Payment of the purchase price for the shares of the subsidiary and the IP Rights was made by crediting an equal amount against the $CAD1,163,966 ($US941,303) indebtedness owed to our former president, chief executive officer and director for advances made to pay operating expenses. Our remaining $CAD1,063,966 ($US 861,303) of indebtedness to our former president, chief executive officer and director was assigned to Team Youn.

Results of Operations

Three Months Ended July 31, 2018 Compared to Three Months Ended July 31, 2017

As a result of the transfer of Eternity BC as described above and the commencement of construction of a stem cell facility in China, the results of our historical operations are not meaningful to an assessment of the likelihood of success of our future operations. Nevertheless, set forth below is a comparison of the results of our operations (including discontinued operations) for the three months ended July 31, 2018 with those of the three months ended July 31, 2017.

We had no revenues from continuing operations in the three months ended July 31, 2018 and 2017. We are not likely to have revenues until we can market the services of the stem cell facility we are constructing.

Our continuing operating expenses for the three months ended July 31, 2018 increased $168,001 or 1,144%, compared to the three months ended July 31, 2017. The increase was mainly due to 1) the $61,965 or 832% increase in general office expenses due to the operation of Guizhou Tongren, our operating subsidiary in China. We had not acquired Guizhou Tongren prior to the end of the three months ended July 31, 2017; 2) the $106,036 or 1,464% increase in professional fees which was because we incurred financial consulting fees during the three months ended July 31, 2018 while there was no such fee in the three months ended July 31, 2017. We also incurred much higher attorney's fees and audit fees during the three months ended July 31, 2018 compared with the three months ended July 31, 2017.

During the three months ended July 31, 2018, our interest expense decreased $8,737 or 100% compared to the three months ended July 31, 2017. We capitalized the interest incurred for a credit loan from a third party since the loan was for the construction and purchase of our Guizhou Tongren facility which has yet to be put into service, while in the three months ended July 31, 2017, the loan obtained from related parties bore 5% annual interest rate and was used for working capital. During the three months ended July 31, 2018, we made short-term loans to other third party companies and obtained $1,896 interest income.

Our continuing operations incurred net loss of $180,796 for the three months ended July 31, 2018, compared to net loss of $23,428 for the three months ended July 31, 2017, an increase of net loss of $157,368 or 671.71%.

In connection with the transfer of Eternity BC and the assignment of certain intellectual property and technology owned by us related to the development, testing and manufacture of our medical device needle free injection technology, in consideration for the forgiveness of debt, $83,957 loss from our former medical device business during the three months ended July 31, 2017 was accounted as discontinued operations.

Our comprehensive loss for the three months ended July 31, 2018 was $173,018, as compared to $195,775 comprehensive loss for the three months ended July 31, 2017.

Liquidity and Capital Resources

As of July 31, 2018, we had $9,612 in cash. We have financed our operations primarily with the proceeds of loans from related parties and more recently, third parties.

Our total current liabilities as of July 31, 2018 were $2,047,181, as compared to total current liabilities of $1,388,048 as of April 30, 2018. The increase was primarily due to an increase in payables for our construction in process. During the three months ended July 31, 2018, a related party paid professional fees of $51,179 on behalf of our company and which has not been repaid.

Net cash provided by operating activities was $220,786 for the three months ended July 31, 2018, compared with net cash used in operating activities of $34,539 in the same period in 2017. This was because we received a $306,871 (RMB 2 million) subsidy from a local Tongren government entity which was offset by the general and administrative expenses incurred during the period.

Investing Activities

Net cash used in investing activities was $251,634 for the three months ended July 31, 2018, compared to $0 net cash used in investing activities in the same period in 2017. The amount was used to pay the vendors of our construction in process to the Guizhou Tongren facility, and to make short-term loans to other companies to obtain interest. In the same period in 2017, we didn't make any investment.

Financing Activities

Net cash provided by financing activities was $19,203 for the three months ended July 31, 2018 which was provided by our sole director and officer of 51,179 and offset by the repayment of a third party loan of 31,976, compared to the $0 cash provided for the three months ended July 31, 2017.

Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. Since December 2010, the Company has been engaged in offering a range of medical devices and diagnostics and has not generated positive cash flows from operations. Through July 31, 2018, the Company has incurred accumulated losses of $3,342,604 and as of July 31, 2018, the Company had $9,612 of cash and negative working capital of $1,884,097, respectively. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company's operating results for future periods are subject to numerous uncertainties and it is uncertain if the Company will be able to reduce or eliminate its net losses for the foreseeable future. If management is not able to increase revenue and/or manage operating expenses in line with revenue forecasts, the company may not be able to achieve profitability.

Successful completion of the Company's infrastructure for cell storage, transformation and application services, and its transition to attaining profitable operations, may need to be dependent upon obtaining additional financing. The Company continues to have ongoing obligations and it expects that it will require additional capital in order to execute its longer-term business plan. If the Company encounters unforeseen circumstances that place constraints on its capital resources, management will be required to take various measures to conserve liquidity, which could include, but not necessarily be limited to, seeking financial support from shareholders, curtailing the Company's business development activities, suspending the pursuit of its business plan, controlling overhead expenses and seeking to further dispose of non-core assets. Management cannot provide any assurance that the Company will raise additional capital if needed.

These material uncertainties cast substantial doubt upon the Company's ability to continue as a going concern. These consolidated financial statements do not reflect the adjustments to the carrying values of assets and liabilities, the reported revenues and expenses, and the balance sheet classifications used that would be necessary if the going concern assumptions were not appropriate.

Off-Balance Sheet Arrangements

We do not maintain any off-balance sheet arrangements, transactions, obligations or other relationships with unconsolidated entities that would be expected to have a material current or future effect upon our financial condition or results of operations.

Contractual Obligations

As a "smaller reporting company", we are not required to provide tabular disclosure obligations.

Critical Accounting Policies

See Note 3 to the Unaudited Consolidated Financial Statements included herewith.

Intraday Data provided by SIX Financial Information and subject to terms of use. Historical and current end-of-day data provided by SIX Financial Information. All quotes are in local exchange time. Real-time last sale data for U.S. stock quotes reflect trades reported through Nasdaq only. Intraday data delayed at least 15 minutes or per exchange requirements.